UNDERWRITING AGREEMENT

Exhibit 1.1

GMX RESOURCES INC.

2,140,000 Shares of Common Stock ¹

UNDERWRITING AGREEMENT

February 11, 2008

Jefferies & Company, Inc.
520 Madison Avenue, 10th Floor
New York, New York 10022

Ladies and Gentlemen:

GMX Resources Inc. , an Oklahoma corporation (the “ Company ”), proposes to issue $105,000,000 aggregate principal amount of its 5.00% Senior Convertible Notes due 2013 (the “ Initial Notes ”). The Initial Notes will be purchased by initial purchasers represented by Jefferies & Company, Inc. In addition, the Company has granted to the initial purchasers an option to purchase up to an additional $20,000,000 in aggregate principal amount of its 5.00% Senior Convertible Notes Due 2013 (the “ Optional Notes ” and, together with the Initial Notes, the “ Notes ”). The Notes will be issued pursuant to an Indenture between the Company and The Bank of New York Trust Company, N.A., as trustee, and will be convertible into cash, or a combination of cash and shares of the common stock, par value $0.001 per share, of the Company (“ Common Stock ”). The shares of Common Stock also evidence rights (“ Rights ”) to purchase Series A Junior Participating Preferred Stock of the Company to the extent provided in the Rights Agreement dated May 17, 2005 (the “ Rights Agreement ”) by and between the Company and Computershare Trust Company, N.A., as successor Rights Agent.

In order to facilitate the offering of the Notes, the Company will lend shares of its Common Stock (the “ Borrowed Shares ”) to Jefferies Funding LLC (the “ Share Borrower ”), an affiliate of Jefferies & Company, Inc., under a Share Lending Agreement dated as of February 11, 2008 (the “ Share Lending Agreement ”) among the Company, the Share Borrower, and Jefferies & Company, Inc., as collateral agent. At any time, the aggregate number of outstanding Borrowed Shares borrowed from the Company by the Share Borrower under the Share Lending Agreement shall be no more than the aggregate principal amount of Notes then outstanding, divided by $1,000 and multiplied by the applicable conversion rate at the time. The maximum number of Borrowed Shares shall initially equal 3,230,766 shares of Common Stock  (3,846,150 shares of Common Stock, if the initial purchasers of the concurrent separate offering of the Notes exercise their over-allotment option in full). The Share Borrower will sell the Borrowed Shares to Jefferies & Company, Inc., which in turn will sell the Borrowed Shares to the public. During the term of the Share Lending Agreement, the Share Borrower may return shares of Common Stock that have been borrowed, and reborrow any shares returned.

1		This Agreement also relates to up to 1,090,766 additional shares of common stock (1,706,150, if the initial purchasers of the concurrent separate offering of the Company’s Notes exercise their over-allotment option in full) to be borrowed and sold by Jefferies Funding LLC; such additional shares will not be included in the fixed price underwritten offering contemplated by this Agreement, but will be offered in at the market transactions or negotiated prices after the completion of the fixed price offering.

The Company will initially lend 2,140,000 Borrowed Shares (the “ Initial Hedging Shares ”) that Jefferies & Company, Inc. (the “ Underwriter ”) will initially offer to the public at a fixed price. From time to time, the Share Borrower may borrow up to 1,090,766 additional Borrowed Shares (1,706,150 shares, if the initial purchasers exercise their over-allotment option in full) (the “ Hedging Reserve Shares ”) that the Underwriter will offer at prices prevailing in the market at the time of sale or at negotiated prices. Jefferies & Company, Inc. or one of its affiliates will use the short position created by the sale of the Initial Hedging Shares to the public to facilitate transactions by which investors in the Notes may hedge their investment in the Notes. From time to time, the Share Borrower may borrow additional shares of Common Stock (“ Additional Shares ”) from the Company under the Share Lending Agreement.

Each time of sale of any Hedging Reserve Shares by the Underwriter for purposes of Rule 159 under the Securities Act of 1933, as amended, is hereinafter referred to as a “ Hedging Reserve Time of Sale ”, and each date on which Hedging Reserve Shares are delivered to the Underwriter under this Agreement is hereinafter referred to as a “ Hedging Reserve Closing Date ”.

Section 1. Representations and Warranties by the Company .

(a) The Company represents and warrants to and agrees with the Underwriter and Share Borrower that:

(i) At the time of filing the Registration Statement on Form S-3 (File No.333-134911), the Company met the requirements for use of Form S-3 under the 1933 Act for a primary offering. The Registration Statement on Form S-3 (Registration No.333-134911) with respect to the Initial Hedging Shares and the Hedging Reserve Shares, including a Base Prospectus, and any amendments thereto, has been carefully prepared by the Company pursuant to and in conformity with the requirements of the Securities Act of 1933, as amended (the “ 1933 Act ”), and the rules and regulations thereunder (the “ 1933 Act Rules and Regulations ”) and has been filed with the Securities and Exchange Commission (the “ SEC ”) under the 1933 Act. Such registration statement has been declared effective by the SEC. Copies of such registration statement, including any amendments thereto, each related preliminary prospectus (meeting the requirements of Rule 430, 430A or 430B of the 1933 Act Rules and Regulations) contained therein, and the exhibits, financial statements and schedules thereto have heretofore been delivered by the Company to the Underwriter (it being understood among the parties hereto that any reference to “delivery,” “furnishing” or similar words or phrases by the Company to the Underwriter of any information that is on file with the SEC will be deemed to be so delivered in the absence of an express request from the Underwriter). A final prospectus supplement containing information permitted to be omitted at the time of effectiveness by Rule 430A or 430B of the 1933 Act Rules and Regulations will be filed promptly by the Company with the SEC in accordance with Rule 424(b) of the 1933 Act Rules and Regulations.

The term “ Registration Statement ” as used herein means the registration statement as amended at the time it became effective by the SEC under the 1933 Act (the “ Effective Date ”), including financial statements, all exhibits and all documents incorporated by reference therein and, if applicable, the information deemed to be included by Rule 430A or 430B of the 1933 Act Rules and Regulations. If an abbreviated registration statement is prepared and filed with the SEC in accordance with Rule 462(b) under the 1933 Act (an “ Abbreviated Registration Statement ”), the term “ Registration Statement ” as used in this Agreement includes the Abbreviated Registration Statement. The term “ Prospectus ” as used herein means, together with the Base Prospectus, the final prospectus supplement as first filed with the SEC in connection with the offering of the Initial Hedging Shares and the Hedging Reserve Shares pursuant to Rule 424(b) of the 1933 Act Rules and Regulations, including the documents incorporated by reference therein. The term “ Preliminary Prospectus ” as used herein shall mean a preliminary prospectus in connection with the offering of the Initial Hedging Shares and the Hedging Reserve Shares, including the Base Prospectus and any preliminary prospectus supplement in connection with the offering of the Initial Hedging Shares and the Hedging Reserve Shares, including the documents incorporated by reference therein. The term “ Free Writing Prospectus ” as used herein shall have the meaning set forth in Rule 405 of the 1933 Act Rules and Regulations. The term “ Issuer Free Writing Prospectus ” as used herein shall have the meaning set forth in Rule 433 of the 1933 Act Rules and Regulations. The term “ Disclosure Package ” as used herein shall mean the Preliminary Prospectus as most recently amended or supplemented prior to the Initial Time of Sale (as defined in Section 1(a)(ii) below) together with the Issuer Free Writing Prospectuses identified in Exhibit A hereto, if any, and any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree to treat as part of the Disclosure Package. The Preliminary Prospectus, each Issuer Free Writing Prospectus required to be filed pursuant to Rule 433(d) of the 1933 Act Rules and Regulations and the Prospectus delivered to the Underwriter for use in connection with the offering of the Initial Hedging Shares and the Hedging Reserve Shares are, or will be, identical to the respective versions thereof transmitted to the SEC for filing via the Electronic Data Gathering Analysis and Retrieval System (“ EDGAR ”), except to the extent permitted by Regulation S-T. For purposes of this Agreement, the words “ amend ,” “ amendment ,” “ amended ,” “ supplement ” or “ supplemented ” with respect to the Registration Statement, the Prospectus, the Preliminary Prospectus, any Free Writing Prospectus or the Disclosure Package shall mean amendments or supplements to the Registration Statement, the Prospectus, the Preliminary Prospectus, any Free Writing Prospectus or the Disclosure Package, as the case may be, as well as documents filed after the date of this Agreement and prior to the completion of the distribution of the Initial Hedging Shares and the Hedging Reserve Shares and incorporated by reference therein as described above.

(ii) Neither the SEC nor any state or other jurisdiction or other regulatory body has issued, and neither is, to the knowledge of the Company, threatening to issue, any stop order under the 1933 Act or other order suspending the effectiveness of the Registration Statement (as amended or supplemented) or preventing or suspending the use of any Preliminary Prospectus, Issuer Free Writing Prospectus, the Disclosure Package or the Prospectus or suspending the qualification or registration of the Initial Hedging Shares or the Hedging Reserve Shares for offering or sale in any jurisdiction nor instituted or, to the knowledge of the Company, threatened to institute proceedings for any such purpose. The Preliminary Prospectus at its date of issue, the Disclosure Package as of 4:15 p.m. New York Time on the date hereof (the “ Initial Time of Sale ”) and as of each Hedging Reserve Time of Sale before the Prospectus is available, the Registration Statement at each effective date, the Initial Time of Sale and as of each Hedging Reserve Time of Sale, and the Prospectus as of its date, as of the Closing Date (as defined in Section 2), as of each Hedging Reserve Time of Sale after the Prospectus is available for use by the Underwriter, and as of each Hedging Reserve Closing Date, and any amendments or supplements thereto when they are filed with the SEC or become effective, as the case may be, contain or will contain, as the case may be, all statements that are required to be stated therein by, and in all material respects conform or will conform, as the case may be, to the requirements of the 1933 Act and the 1933 Act Rules and Regulations. Neither the Registration Statement nor any amendment thereto, as of the applicable effective date, the Initial Time of Sale and as of each Hedging Reserve Time of Sale, contains or will contain, as the case may be, any untrue statement of a material fact or omits or will omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading. Neither the Preliminary Prospectus, the Prospectus nor any supplement thereto contains or will contain, as the case may be, any untrue statement of a material fact or omits or will omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Disclosure Package nor any supplement thereto, at the Initial Time of Sale, and as of each Hedging Reserve Time of Sale, if any, before the Prospectus is available, contains or will contain, as the case may be, any untrue statement of a material fact or omits or will omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company makes no representation or warranty as to information contained in or omitted from the Registration Statement, the Preliminary Prospectus, the Disclosure Package or the Prospectus, or any such amendment or supplement, in reliance upon, and in conformity with, written information furnished to the Company relating to the Underwriter by or on behalf of the Underwriter expressly for use in the preparation thereof. There is no contract, agreement, understanding or arrangement, whether written or oral, or document required to be described in the Registration Statement, Preliminary Prospectus, Disclosure Package or Prospectus or to be filed as an exhibit to the Registration Statement that is not described or filed as required. Except as described in the Disclosure Package and the Prospectus, the documents incorporated by reference in the Disclosure Package or the Prospectus at the time they were filed with the SEC, complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the “ 1934 Act ”), and the rules and regulations adopted by the SEC thereunder (the “ 1934 Act Rules and Regulations ”). Any future documents incorporated by reference so filed, when they are filed, will comply in all material respects with the requirements of the 1934 Act and the 1934 Act Rules and Regulations.

(iii) The Company is eligible to use Issuer Free Writing Prospectuses in connection with the offering of the Initial Hedging Shares and the Hedging Reserve Shares pursuant to Rules 164 and 433 of the 1933 Act. Any Issuer Free Writing Prospectus that the Company is required to file pursuant to Rule 433(d) of the 1933 Act Rules and Regulations has been, or will be, timely filed with the SEC in accordance with the requirements of the 1933 Act Rules and Regulations. Each Issuer Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the 1933 Act or that was prepared by or on behalf of or used by the Company complies or will comply in all material respects with the requirements of the 1933 Act Rules and Regulations, including but not limited to legending and recordkeeping requirements. Except for the Issuer Free Writing Prospectuses, if any, identified in Exhibit A hereto, the Company has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to any Free Writing Prospectus. Each Issuer Free Writing Prospectus, as of its issue date and at all times through the completion of the offering and sale of the Initial Hedging Shares and the Hedging Reserve Shares, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement. The Company filed the Registration Statement with the SEC before using any Free Writing Prospectus. The Company has satisfied and will satisfy the conditions of Rule 433 of the 1933 Act Rules and Regulations such that any electronic road show need not be filed with the SEC.

(iv) This Agreement has been duly authorized, executed and delivered by the Company.

(v) The Share Lending Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) (the “ Enforceability Exceptions ”).

(vi) The registration rights agreement relating to the Share Lending Agreement (the “ Registration Rights Agreement ”) has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by the Enforceability Exceptions and as rights to indemnity and contribution thereunder may be limited by applicable law.

(vii) The Company and its Subsidiaries have been duly organized and are validly existing as corporations in good standing under the laws of the states or other jurisdictions in which they are incorporated, with full power and authority (corporate and other) to own, lease and operate their properties and conduct their businesses as described in each of the Disclosure Package and the Prospectus and, with respect to the Company, to execute and deliver, and perform the Company’s obligations under, this Agreement, the Registration Rights Agreement and the Share Lending Agreement;

the Company and its Subsidiaries are duly qualified to do business as foreign corporations in good standing in each state or other jurisdiction in which their ownership or leasing of property or conduct of business legally requires such qualification, except where the failure to be so qualified, individually or in the aggregate, would not have a Material Adverse Effect. The term “ Material Adverse Effect ” as used herein means any material adverse effect on the condition (financial or other), net worth, business, affairs, management, results of operations or cash flow of the Company and its Subsidiaries, taken as a whole. The Company has no significant subsidiaries (as such term is defined in Rule 1-02(w) of Regulation S-X promulgated by the Commission) other than those Subsidiaries listed on Exhibit B hereto (the “ Subsidiaries ”).

(viii) Neither the Company nor any of its Subsidiaries has sustained since the date of the latest audited financial statements included or incorporated by reference in the Disclosure Package any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree other than as set forth in each of the Disclosure Package and the Prospectus and, since the respective dates as of which information is given in the Disclosure Package, there has not been any change in the capital stock or long-term debt of the Company or any of its Subsidiaries or any Material Adverse Change, or any development involving a prospective Material Adverse Change, otherwise than as set forth in each of the Disclosure Package and the Prospectus. The term “ Material Adverse Change ” as used herein means any change that has a Material Adverse Effect.

(ix) The issuance and lending of the Initial Hedging Shares and the Hedging Reserve Shares and the execution, delivery and performance by the Company of this Agreement, the Registration Rights Agreement and the Share Lending Agreement, and the consummation of the transactions herein and therein contemplated, will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any of its Subsidiaries under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the properties or assets of the Company or any of its Subsidiaries is subject, except to such extent as, individually or in the aggregate, does not have a Material Adverse Effect, nor will such action result in any violation of the provisions of the Company’s certificate of incorporation or bylaws or any statute, rule, regulation or other law, or any order or judgment, of any court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the Registration Rights Agreement or the Share Lending Agreement, the issuance and lending of the Initial Hedging Shares or the Hedging Reserve Shares or the consummation of the transactions contemplated hereby, except such as have been obtained under the 1933 Act or as may be required by the Financial Industry Regulatory Authority (“ FINRA ”) and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or blue sky laws in connection with the purchase and distribution of the Initial Hedging Shares and the Hedging Reserve Shares to investors.

(x) The Company has duly and validly authorized capital stock as set forth in each of the Disclosure Package and Prospectus; all outstanding shares of Common Stock of the Company and the Borrowed Shares conform, or when issued will conform, to the description thereof in each of the Disclosure Package and the Prospectus and have been, or, when issued in accordance with the Share Lending Agreement and paid for in the manner described therein, will be, duly authorized, validly issued, fully paid and non-assessable; and the issuance of the Initial Hedging Shares or the Hedging Reserve Shares is not subject to preemptive or other similar rights, or any restriction upon the voting or transfer thereof pursuant to applicable law or the Company’s certificate of incorporation, by-laws or governing documents or any agreement to which the Company or any of its Subsidiaries is a party or by which any of them may be bound, other than voting restrictions under the Share Lending Agreement. All corporate action required to be taken by the Company for the authorization and issuance of the Initial Hedging Shares and the Hedging Reserve Shares has been duly and validly taken. The Rights Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by the Enforceability Exceptions. Except as disclosed in each of the Disclosure Package and Prospectus, there are no outstanding subscription rights, warrants, options, calls, convertible securities, commitments of sale or rights related to or entitling any person to purchase or otherwise to acquire any shares of, or any security convertible into or exchangeable or exercisable for, the capital stock of, or other ownership interest in, the Company, except for such options or rights as may have been granted by the Company to employees, directors or consultants pursuant to its stock option or stock purchase plans. The outstanding shares of capital stock of the Company’s Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable and, except for liens under the Company’s bank credit facility and secured notes disclosed in each of the Disclosure Package and Prospectus (the “ Credit Facility ”), are owned by the Company free and clear of any mortgage, pledge, lien, encumbrance, charge or adverse claim and are not the subject of any agreement or understanding with any person and were not issued in violation of any preemptive or similar rights; and there are no outstanding subscriptions, rights, warrants, options, calls, convertible securities, commitments of sale or instruments related to or entitling any person to purchase or otherwise acquire any shares of, or any security convertible into or exchangeable or exercisable for, the capital stock of, or other ownership interest in any of the Subsidiaries.

(xi) Each of the Company and its Subsidiaries is in possession of and is operating in compliance with all franchises, grants, authorizations, licenses, certificates, permits, easements, consents, orders and approvals (“ Permits ”) from all state, federal, foreign and other regulatory authorities, and has satisfied the requirements imposed by regulatory bodies, administrative agencies or other governmental bodies, agencies or officials, that are required for the Company and its Subsidiaries lawfully to own, lease and operate their properties and conduct their businesses as described in each of the Disclosure Package and the Prospectus, and each of the Company and its Subsidiaries is conducting its business in compliance with all of the laws, rules and regulations of each jurisdiction in which it conducts its business, in each case with such exceptions, individually or in the aggregate, as would not have a Material Adverse Effect; each of the Company and its Subsidiaries has filed all notices, reports, documents or other information (“ Notices ”) required to be filed under applicable laws, rules and regulations, in each case, with such exceptions, individually or in the aggregate, as would not have a Material Adverse Effect; and, except as otherwise specifically described in each of the Disclosure Package and the Prospectus, neither the Company nor any of its Subsidiaries has received any notification from any court or governmental body, authority or agency, relating to the revocation or modification of any such Permit or to the effect that any additional authorization, approval, order, consent, license, certificate, permit, registration or qualification (“ Approvals ”) from such regulatory authority is needed to be obtained by any of them, in any case where it is reasonably expected that obtaining such Approvals or the failure to obtain such Approvals, individually or in the aggregate, would have a Material Adverse Effect.

(xii) The Company and its Subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns required to be filed prior to the date hereof and paid all taxes shown as due thereon; all such tax returns are complete and correct in all material respects; all tax liabilities are adequately provided for on the books of the Company and its Subsidiaries except to such extent as would not have a Material Adverse Effect; the Company and its Subsidiaries have made all necessary payroll tax payments; and the Company and its Subsidiaries have no knowledge of any tax proceeding or action pending or threatened against the Company or its Subsidiaries that, individually or in the aggregate, might have a Material Adverse Effect.

(xiii) Except as described in each of the Disclosure Package and the Prospectus, the Company and its Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent licenses, trademarks, service marks and trade names necessary to conduct the business now operated by them, and neither the Company nor any of its Subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any patents, patent licenses, trademarks, service marks or trade names that, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect.

(xiv) Each of the Company and its Subsidiaries have (i) good and Defensible (as defined below) title to all its interests in its producing natural gas and oil properties (including oil and gas wells, producing leasehold interests and appurtenant personal property) as described in the Disclosure Package and the Prospectus as owned by it, (ii) investigated title in accordance with customary industry procedures prior to acquiring any non-producing leasehold properties (including undeveloped locations or leases held by production, and those leases not held by production and including exploration prospects) described in the Disclosure Package and the Prospectus as owned by it, (iii) good and indefeasible title to its other real property as described in the Disclosure Package and the Prospectus as owned by it and

(iv) good title to its personal property as described in the Disclosure Package and the Prospectus as owned by it, in each case free and clear of all liens, claims, security interests, equities, or other encumbrances except those (a) described in each of the Disclosure Package and the Prospectus or (b) that do not materially interfere with the use or value of such properties taken as a whole as described in each of the Disclosure Package and the Prospectus. All real property and buildings held under lease or license by the Company or its Subsidiaries are held under valid and subsisting and enforceable leases or licenses with such exceptions as do not materially interfere with the use of such properties taken as a whole as they have been used in the past and are proposed to be used in the future as described in each of the Disclosure Package and the Prospectus. As used herein, “Defensible” means, with respect to title to the producing properties (including oil and gas wells and producing leasehold interests) described in the Disclosure Package and the Prospectus as being owned by the Company or its Subsidiaries, that the Company and its Subsidiaries (1) are entitled to receive not less than the net revenue interests of such properties as set forth in the reserve report of MHA Petroleum Consultants, dated as of January 22, 2008 (the “ Reserve Report ”) of all hydrocarbons and minerals produced, saved and marketed from such properties, and proceeds thereof, all without reduction, suspension or termination of such interests throughout the productive life of such properties, and (2) are obligated to bear a share of the costs and expenses relating to the maintenance, exploration, drilling, completion, development, operation, plugging and abandonment of such properties not greater than the working interests of such properties as set forth in the Reserve Report, without increase throughout the life of such properties.

(xv) Except as described in each of the Disclosure Package and the Prospectus, there is no pending action, suit or other proceeding involving the Company or any of its Subsidiaries or any of their material assets for any failure of the Company or any of its Subsidiaries, or any predecessor thereof, to comply with any requirements of federal, state or local regulation relating to air, water, solid waste management, hazardous or toxic substances, or the protection of health, safety or the environment. Except as described in each of the Disclosure Package and the Prospectus, none of the property owned or leased by the Company or any of its Subsidiaries is, to the best knowledge of the Company, contaminated with waste or hazardous or toxic substances in material amounts or in amounts that pose a threat to employees or visitors, and neither the Company nor any of its Subsidiaries may be deemed an “owner or operator” of a “facility” or “vessel” that owns, possesses, transports, generates or disposes of a “hazardous substance” as those terms are defined in §9601 of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §9601 et seq .

(xvi) No labor disturbance exists with the employees of the Company or any of its Subsidiaries or is imminent that, individually or in the aggregate, would have a Material Adverse Effect. None of the employees of the Company or any of its Subsidiaries is represented by a union and, to the best knowledge of the Company and its Subsidiaries, no union organizing activities are taking place. Neither the Company nor any of its Subsidiaries has violated any federal, state or local law or foreign law relating to discrimination in hiring, promotion or pay of employees, nor any applicable wage or hour laws, or the rules and regulations thereunder, or analogous foreign laws and regulations, that would, individually or in the aggregate, result in a Material Adverse Effect.

(xvii) The Company and its Subsidiaries are in compliance in all material respects with all presently applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder (“ ERISA ”); no “reportable event” (as defined in ERISA) has occurred with respect to any “pension plan” (as defined in ERISA) for which the Company and its Subsidiaries would have any liability; the Company and its Subsidiaries have not incurred and do not expect to incur liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “pension plan” or (ii) Sections 412 or 4971 of the Internal Revenue Code of 1986, as amended, including the regulations and published interpretations thereunder (the “ Code ”); and each “pension plan” for which the Company or any of its Subsidiaries would have any liability that is intended to be qualified under Section 401(a) of the Code is so qualified in all material respects, and nothing has occurred, whether by action or by failure to act, that would cause the loss of such qualification.

(xviii) The Company and its Subsidiaries maintain insurance of the types and in the amounts generally deemed adequate for its business, including, but not limited to, directors’ and officers’ insurance, insurance covering real and personal property owned or leased by the Company and its Subsidiaries against theft, damage, destruction, acts of vandalism and all other risks customarily insured against, all of which insurance is in full force and effect. Neither the Company nor any of its Subsidiaries has been refused any insurance coverage sought or applied for, and the Company has no reason to believe that it and its Subsidiaries will not be able to renew their existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect.

(xix) Neither the Company nor any of its Subsidiaries is, or with the giving of notice or lapse of time or both would be, in default or violation with respect to its certificate of incorporation or by-laws. Neither the Company nor any of its Subsidiaries is, or with the giving of notice or lapse of time or both would be, in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any material indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the properties or assets owned by the Company or any of its Subsidiaries is subject, or in violation of any statutes, laws, ordinances or governmental rules or regulations or any orders or decrees to which it is subject, including, without limitation, Section 13 of the 1934 Act, which default or violation, individually or in the aggregate, would have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has, at any time during the past five years, (A) made any unlawful contributions to any candidate for any political office, or failed fully to disclose any contribution in violation of law, or (B) made any payment to any state, federal or foreign government official, or other person charged with similar public or quasi-public duty (other than payment required or permitted by applicable law).

(xx) Other than as set forth in each of the Disclosure Package and the Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its Subsidiaries is a party or of which any property of the Company or any of its Subsidiaries is the subject that, if determined adversely to the Company or any of its Subsidiaries, would individually or in the aggregate have a Material Adverse Effect or that would materially and adversely affect the consummation of the transactions contemplated hereby or that is required to be disclosed in each of the Disclosure Package or the Prospectus; to the best of the Company’s knowledge, no such proceedings are threatened or contemplated.

(xxi) The Company is not and, after giving effect to the issuance of the Initial Hedging Shares or the Hedging Reserve Shares will not be an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “ 1940 Act ”).

(xxii) At the earliest time after the filing of the Registration Statement at which the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(a)(2) of the 1933 Act Rules and Regulations) and as of the date hereof, the Company was not and is not an “ineligible issuer” as such term is defined in Rule 405 of the 1933 Act Rules and Regulations, without taking account of any determination by the SEC that it is not necessary that the Company be considered an “ineligible issuer.”

(xxiii) Smith, Carney & Co., the accounting firm that has issued an opinion on the financial statements filed with or incorporated by reference in and as a part of the Registration Statement, is an independent registered public accounting firm within the meaning of the 1933 Act and the 1933 Act Rules and Regulations and the rules and regulations of the Public Company Accounting Oversight Board (“ PCAOB ”) of the United States. The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (1) transactions are executed in accordance with management’s general or specific authorization; (2) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (3) access to assets is permitted only in accordance with management’s general or specific authorization; and (4) the recorded accounts for assets are compared with the existing assets at reasonable intervals and appropriate action is taken with respect thereto. Except as described in each of the Disclosure Package and the Prospectus, the consolidated financial statements and schedules of the Company, including the notes thereto, filed with (or incorporated by reference) and as a part of the Registration Statement, Disclosure Package or Prospectus, present fairly the financial condition of the Company and its Subsidiaries as of the respective dates thereof and the consolidated results of operations and changes in financial position and consolidated statements of cash flow for the respective periods covered thereby, all in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved except as otherwise disclosed therein. All adjustments necessary for a fair presentation of results for such periods have been made. The selected financial data included or incorporated by reference in the Registration Statement, Disclosure Package and Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements.

Any operating or other statistical data included or incorporated by reference in the Registration Statement, Disclosure Package and Prospectus comply in all material respects with the 1933 Act and the 1933 Act Rules and Regulations and present fairly the information shown therein and are based on or derived from sources that the Company reasonably and in good faith believes are reliable and accurate, and such data agree with the sources from which they are derived. All non-GAAP financial information included (or incorporated by reference) in the Registration Statement, Disclosure Package or Prospectus complies in all material respects with the requirements of Regulation G and Item 10 of Regulation S-K under the 1933 Act.

(xxiv) Each of MHA Petroleum Consultants, Inc. (“ MHA ”) and Sproule & Associates (“ Sproule ”) is a natural gas engineering firm from whose reserve reports information is contained or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus, and acts as independent natural gas engineers with respect to the Company. Other than (i) the production of reserves in the ordinary course of business, (ii) intervening price fluctuations or (iii) as described in the Disclosure Package, the Company is not aware of any facts or circumstances that would result in a material adverse change in its proved reserves in the aggregate, or the aggregate present value of estimated future net revenues of the Company or the standardized measure of discounted future net cash flows therefrom, as described in the Disclosure Package and reflected in the reserve information as of the respective dates such information is given. Except as described in each of the Disclosure Package and the Prospectus, the Disclosure Package, including the oil and natural gas production and reserve information and estimates of future net revenues and discounted future net cash flows, complies and the Prospectus, including the oil and natural gas production and reserve information and estimates of future net revenues and discounted future net cash flows, will comply, in all material respects with the applicable requirements of Regulation S-X of the 1933 Act Rules and Regulations, Industry Guide 2 under the 1933 Act and Statement of Financial Accounting Standards Board No.69, Disclosures about Oil and Petroleum Producing Activities, as amended to date (“ SFAS 69 ”).

(xxv) Except as disclosed in each of the Disclosure Package and the Prospectus, no holder of any security of the Company has any right to require registration of shares of Common Stock or any other security of the Company because of the filing of the Registration Statement or the consummation of the transactions contemplated hereby and, except as disclosed in each of the Disclosure Package and the Prospectus, no person has the right to require registration under the 1933 Act of any shares of Common Stock or other securities of the Company. Except for this Agreement and the additional underwriting agreement contemplated by Section 3(v), no person has the right, contractual or otherwise, to cause the Company to permit such person to underwrite the sale of any of the Initial Hedging Shares, the Hedging Reserve Shares or the Additional Shares. Except for this Agreement and the additional underwriting agreement contemplated by Section 3(v), there are no contracts, agreements or understandings between the Company or any of its Subsidiaries and any person that would give rise to a valid claim against the Company, its Subsidiaries or for a brokerage commission, finder’s fee or like payment in connection with the issuance and sale of the Initial Hedging Shares, the Hedging Reserve Shares or the Additional Hedging Shares.

(xxvi) The Company has not distributed and, prior to the later to occur of (A) the Closing Date and (B) completion of the distribution of the Initial Hedging Shares and the Hedging Reserve Shares, will not distribute any offering material in connection with the offering and sale of the Initial Hedging Shares or the Hedging Reserve Shares other than the Registration Statement, any Issuer Free Writing Prospectus identified in Exhibit A hereto, the Disclosure Package and the Prospectus.

(xxvii) The Company has not taken and will not take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Company’s Common Stock, and the Company is not aware of any such action taken or to be taken by affiliates of the Company.

(xxviii) There is not currently and has not in the past been a failure on the part of the Company or, to the Company’s knowledge, any of its respective directors or officers, in their capacities as such, to comply with any applicable provisions of the Sarbanes-Oxley Act of 2002 (“ Sarbanes-Oxley ”) and the rules and regulations promulgated in connection therewith, including Sections 302, 402 and 906, and the statements contained in any certification pursuant to such Act and related rules and regulations are complete and correct.

(xxix) The Company has established and maintains disclosure controls and procedures and internal control over financial reporting as are currently required (as such terms are defined in Rule 13a-15 and 15d-15 under the 1934 Act); t